HONG KONG / ACCESSWIRE / June 5, 2015 / ADGS Advisory, Inc. ("ADGS") (PINKSHEETS: ADGS) today announced that Almonds Kisses Limited, its wholly-owned subsidiary and holding company for its operating subsidiaries ("Almonds Kisses"), closed on the first tranche under a Subscription Agreement entered into on May 27, 2015 with Sky Venture Investment Development Limited, Wong Man Hin Charles and Pristine Treasure Limited (the "Subscribers") pursuant to which the Subscribers have agreed to purchase in three tranches, and Almonds Kisses has agreed to sell, 8.0% Convertible Bonds (the "Convertible Bonds") in the maximum principal amount of HK $30,000,000 (approximately US $3,900,000) and the minimum amount of HK $20,000,100 (approximately US $2,600,000) due twelve months from the date of issue of the first tranche which may be extended for six months at the discretion of the Subscribers. As a result of the closing of the first tranche, Almonds Kisses issued Convertible Bonds to the Subscribers in the aggregate principal amount of HK $10,000,000 (approximately US $1,300,000).
Almonds Kisses has undertaken to exercise its best endeavours to carry out and implement a restructuring to be completed on or before August 31, 2015 whereby, among other things, ADGS shall spin-off Almonds Kisses by transferring the entire issued share capital of Almonds Kisses to the shareholders of ADGS. In addition, it is intended that Almonds Kisses will apply for listing of its shares on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited and, in connection therewith, will conduct a placing or public offer of shares for the purposes of such listing. It is contemplated that prior to or contemporaneously with completion of the proposed spin-off, ADGS will acquire, merge with or effect a similar transaction with another existing business, or enter into another business opportunity. No assurance can be made that any of the foregoing will be completed.
ADGS Advisory, Inc. is primarily engaged in providing accounting, taxation, company secretarial, general corporate and consultancy services in Hong Kong. ADGS has a strong and successful background in the Hong Kong market, most notably bankruptcy and insolvency services to a variety of customers including high growth industries in China.
This release contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "would," and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this release. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set forth in the Company's SEC filings. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
ADGS Advisory, Inc.
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135-137 Hoi Bun Road, Kwun Tong
Kowloon, Hong Kong, SAR
Contact: Ms. Michelle Tong
SOURCE: ADGS Advisory, Inc.